<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No 2)*
Datakey, Inc.
---------------
(Name of Issuer)
Common Stock, $.05 Par Value
(Title of Class of Securities)
237909 10 6
-------------
(CUSIP Number)
Thomas G. Lovett IV
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
Telephone: (612) 371-3273
Fax Number: (612) 371-3207
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, April 4, April 13 and April 14, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 11 Pages
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No. 23709 10 6 13D Page 2 of 11 Pages
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only)
Raymond A. Lipkin
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(see instructions) (b) [_]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (see instructions)
PF
- ---------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
- ---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Raymond A. Lipkin is a citizen of the United States.
- ---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
821,000
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 10,000
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH: 821,000
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
831,000*
*Includes 575,000 shares of Common Stock and 256,000 Warrants
to purchase Common Stock of the Issuer
- ----------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES (see instructions)
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (see instructions)
IN
- ----------- --------------------------------------------------------------------
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No. 23709 10 6 13D Page 3 of 11 Pages
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only)
Caroline M. Lipkin
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(see instructions) (b) [_]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (see instructions)
PF
- ---------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
- ---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Caroline M. Lipkin is a citizen of the United States.
- ---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
10,000
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH: 10,000
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
- ----------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES (see instructions)
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (see instructions)
IN
- ----------- --------------------------------------------------------------------
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No. 23709 10 6 13D Page 4 of 11 Pages
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (entities only)
KOLOA Limited Partnership
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(see instructions) (b) [_]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS (see instructions)
PF
- ---------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
- ---------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
KOLOA Limited Partnership is an entity formed
under the laws of the State of Minnesota.
- ---------- ---------------------------------------------------------------------
7 SOLE VOTING POWER
10,000
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH: 10,000
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
- ----------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [X]
CERTAIN SHARES (see instructions)
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.01%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (see instructions)
PN
- ----------- --------------------------------------------------------------------
<PAGE>
ITEM 1. Security and Issuer
This statement relates to shares of the common stock, par value $0.05 per
share (the "Common Stock") and immediately exercisable warrants, each for
purchase of one share of Common Stock (the "Warrants"), of Datakey, Inc., a
Minnesota corporation (the "Issuer"). The Issuer's principal executive offices
are located at 407 West Travelers Trail, Burnsville, Minnesota 55337-2554.
ITEM 2. Identity and Background
(a) Name. This statement is being filed by Raymond A. Lipkin.
(b) Address: Mr. Lipkin's address is 161 Ferndale Avenue South, Wayzata,
Minnesota 55391.
(c) Mr. Lipkin is retired. He was previously employed as an investment
advisor.
(d) During the last five years, Mr. Lipkin has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors)
(e) During the last five years, Mr. Lipkin has not been a party to any
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding of any violation with respect to such laws.
(f) Citizenship. Mr. Lipkin is a citizen of the United States.
Identity and Background - Reporting Persons Holding Less than 5% of the
Issuer's Outstanding Shares
Caroline M. Lipkin
(a) Name: Caroline M. Lipkin
(b) Residence Address: c/o Raymond A. Lipkin, 161 Ferndale Avenue South,
Wayzata, Minnesota 55391.
(c) Principal Occupation: Ms. Lipkin is a photographer.
(d) Criminal Convictions: None
(e) Civil Proceedings: None
(f) Citizenship: Ms. Lipkin is a citizen of the United States.
Page 5 of 11 Pages
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ITEM 3. Source And Amount of Funds or Other Consideration
The shares of Common Stock of the Issuer acquired by Mr. Lipkin during the
past sixty days, identified on Appendix A herein, were purchased for cash
in open market transactions using personal funds.
ITEM 4. Purpose of Transaction
All of the reporting persons named in this filing have acquired the
securities described in Items 1 and 5 of this Schedule 13D for personal
investment purposes using personal funds.
All of the reporting persons named herein may, from time to time, (1)
acquire additional shares of Common Stock (subject to availability at
prices deemed favorable to such persons) in the open market, in privately
negotiated transactions, or otherwise, or (2) attempt to dispose of shares
of Common Stock or Warrants in the open market, in privately negotiated
transactions or otherwise.
None of the reporting persons named herein have present plans or intentions
that would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
(a) On March 31, 2000, April 13, 2000 and April 14, 2000, Mr. Lipkin
purchased an aggregate 160,000 shares of Common Stock of the Issuer.
As of the date of this filing, Mr. Lipkin beneficially owns 831,000
securities, including 575,000 shares of Common Stock and 256,000
Warrants for purchase of shares of Common Stock, exercisable within 60
days of this filing, representing approximately 10.4% of the
outstanding shares of Common Stock of the Issuer. This percentage is
based upon 8,007,879 shares of Common Stock outstanding, as reported
by the Issuer in its Annual Report on Form 10-KSB filed with the
Commission for the fiscal year ended December 31, 1999.
On April 14, 2000, Mr. Lipkin, as Managing Partner of KOLOA Limited
Partnership, purchased an aggregate 10,000 shares of the Issuer in an
open market transaction on behalf of the Limited Partnership, at a
purchase price of $4.05 per share for an aggregate purchase price of
$40,500.
On January 6, 2000, as previously reported, Caroline M. Lipkin
purchased 10,000 shares of Common Stock of the Issuer in an open
market transaction. Ms. Lipkin beneficially owns less than 1% of the
outstanding securities of the Issuer.
(b) As of the date of this filing, the reporting persons named herein own
the following shares of Common Stock of the Issuer:
Page 6 of 11 Pages
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Shares Percentage of
Name Owned Outstanding Shares
----- ------- ------------------
Raymond A. Lipkin 555,000 10.4%
Caroline M. Lipkin 10,000 (Less than 1%)
KOLOA Limited Partnership 10,000 (Less than 1%)
*Includes 256,000 Warrants immediately exercisable for
purchase of Common Stock on an as converted basis.
Revise:
This report is being filed with respect to the foregoing 831,000
shares of Common Stock and Warrants of the Issuer, of which (i)
555,000 shares of Common Stock and 256,000 Warrants to purchase Common
Stock are owned by Mr. Lipkin directly and are subject to his sole
voting and dispositive power, (ii) 10,000 shares are held by KOLOA
Limited Partnership, of which Mr. Lipkin is Managing Partner, and
with respect to which he has management and voting power, and (iii)
10,000 shares are held by or on behalf of Caroline M. Lipkin and with
respect to which Mr. Lipkin has management and shared voting power.
Mr. Lipkin disclaims beneficial ownership with respect to the 10,000
shares purchased by Caroline M. Lipkin and Ms. Lipkin hereby disclaims
beneficial ownership of all other securities identified in this filing
except the 10,000 shares purchased in her name and her pro rata
portion of the shares held by KOLOA Limited Partnership.
(c) Transactions in the Common Stock effected by the named reporting
persons in the past 60 days are described above and on Appendix A
hereto and were effected either in open market purchases or as a
result of a private placement by the Issuer. Other than as described
above, the named reporting persons have not effected any transactions
in the securities of the Issuer during the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Mr. Lipkin has an understanding with certain family members described in
Items 5(b) and (d) above for management of their respective holdings of the
Common Stock of the Issuer. Mr. Lipkin does not otherwise have any
contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Issuer.
ITEM 7. Materials to be filed as Exhibits
Appendix A - Transactions in Securities of the Issuer
Exhibit 1 Joint Filing Agreement.
Exhibit 2 Power of Attorney from Caroline M. Lipkin
Page 7 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
April 19, 2000 /s/ Raymond A. Lipkin
-----------------------------------------
Raymond A. Lipkin
April 19, 2000 /s/ Caroline M. Lipkin
-----------------------------------------
Caroline M. Lipkin
April 19, 2000 KOLOA Limited Partnership
By: /s/ Raymond A. Lipkin
-------------------------------------
Raymond A. Lipkin, Managing Partner
Page 8 of 11 Pages
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APPENDIX A
Transactions in Securities of Datakey, Inc.
(Shares of Common Stock of the Issuer purchased directly by Raymond A. Lipkin)
No. of Shares Purchased Total
Date in the Past Sixty Days Purchase Price
---- ----------------------- --------------
03/31/00 25,820 $193,861.72
04/04/00 24,180 192,787.14
04/13/00 50,000 314,855.00
04/14/00 50,000 222,745.00
------- -----------
Total 150,000 $924,948.86
(Shares of Common Stock of the Issuer purchased by Raymond A. Lipkin
as Managing Partner of KOLOA Limited Partnership)
No. of Shares Purchased Total
Date in the Past Sixty Days Purchase Price
---- ----------------------- --------------
04/14/00 10,000 $40,500.00
Page 9 of 11 Pages
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Exhibit 1 to Schedule 13D/A
JOINT FILING AGREEMENT
The undersigned parties hereby agree that this Schedule 13-D/A relating to
securities of Datakey, Inc. shall be filed on behalf of each of them.
April 19, 2000 /s/ Raymond A. Lipkin
----------------------------------------
Raymond A. Lipkin
April 19, 2000 /s/ Caroline M. Lipkin
----------------------------------------
Caroline M. Lipkin
April 19, 2000 KOLOA Limited Partnership
By: /s/ Raymond A. Lipkin
------------------------------------
Raymond A. Lipkin, Managing Partner
Page 10 of 11 Pages
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EXHIBIT 2
POWER OF ATTONEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Raymond A. Lipkin as her true and lawful attorney-in-fact and agent,
with full power of substitution for her and in her name, place and stead in any
and all capacities, to:
(1) execute for and on behalf of the undersigned any and all amendments
and other documents relating to the Schedule 13D filed with the United
States Securities and Exchange Commission on November 18, 1999 on
behalf of the undersigned (the "Schedule 13D"), with respect to her
holdings of Verdant Brands, Inc. (the "Company"), and required to be
filed pursuant to Regulation 13D of the Securities Exchange Act of
1934 (the "Exchange Act") and the rules thereunder, and to file the
same with the Commission, together with all exhibits and supplements
thereto; and
(2) do and perform any and all other acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such amendment to the Schedule 13D or other related
documents and to timely file such documents with the Commission and
any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of the foregoing attorney-in-fact, may
be in the best interest of or legally required by the undersigned, it
being understood that the documents executed by the attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall
be in such form and shall contain such terms and conditions as the
attorney-in-fact may approve in his discretion.
The undersigned hereby grants to the attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in the exercise of any rights and powers herein granted, as
fully to all intents and purposes as she might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with Regulation 13D of the Exchange Act.
This appointment shall remain in full force and effect until revoked in
writing by the undersigned, delivered to the appointed attorney-in-fact, or
until she is no longer required to file amendments to the Schedule 13D with
respect to her holdings of and transactions in securities issued by the Company.
Dated: 03-02-00 /s/ Caroline M. Lipkin
-------- -----------------------------------------
Caroline M. Lipkin
